


First Bank
First Bank Place
601 Second Avenue South
Minneapolis, MN  55402-4302



                                February 28, 1998



Powerhouse Technologies, Inc.
2311 South Seventh Avenue
Bozeman, MT 59715
Attention:   Mr. Jay Schuttler



Dear Jay:

     We refer to that certain  Credit  Agreement  dated as of February 16, 1995,
among VIDEO LOTTERY TECHNOLOGIES,  INC., N/K/A POWERHOUSE TECHNOLOGIES,  INC., a
Delaware  corporation (the "Borrower") and FIRST BANK NATIONAL  ASSOCIATION,  as
administrative  bank  (the  "Administrative  Bank"),  and  FIRST  BANK  NATIONAL
ASSOCIATION  as the sole Bank  party (the  "Bank")  as  amended by that  certain
Amendment No. I to Credit Agreement and Waiver dated as of June 26, 1995, Second
Amendment  to Credit  Agreement  dated as of March 4, 1996,  Third  Amendment to
Credit  Agreement  dated as of April 30,  1996,  Waiver and Fourth  Amendment to
Credit  Agreement dated as of August 19, 1996 and Consent and Fifth Amendment to
Credit  Agreement  dated as of January  30,  1997 (as so  amended,  the  "Credit
Agreement"). Capitalized terms not otherwise expressly defined herein shall have
the meanings set forth in the Credit Agreement.

     Although neither the Borrower or the  Administrative  Bank believe that the
Transaction  (as defined  below)  requires any approval or waiver of any term or
terms of the  Credit  Agreement  by the  Administrative  Bank and the Bank,  the
Borrower  has  requested  that the  Administrative  Bank and the Bank  waive the
Borrower's  compliance with any provision of the Credit Agreement which would be
contravened  by  the  Borrower's   registration  and  sale   (collectively   the
"Transaction")  of: (a)  approximately  1,468,026 shares (the "Spier Shares") of
the   Borrower's   stock   controlled   by  Mr.   William  Spier  (the  "Selling
Shareholders") and the Selling  Shareholders'  retention of the proceeds of such
sale;  and (b)  approximately  220,204  shares of the  Borrower's  stock for the
Borrower's  own account (the "Borrower  Shares") as an over allotment  option as
required by the  underwriters of the offering.  In connection with such request,
the Borrower has  represented and warranted to the  Administrative  Bank and the
Bank that:

     1.   neither the Borrower  nor any of its  Subsidiaries  will  purchase the
          Spier Shares;

<PAGE>


Powerhouse Technologies, Inc.
February 28, 1998
Page 2



     2. none of the Borrower's or any of its Subsidiaries' assets will otherwise
be paid to any of the  Selling  Shareholders  except for the payment of expenses
incidental  to the  Transaction  and any amounts owed to Mr. Spier in connection
with his status as a member of the Board of Directors of the Borrower; and

     3.  no  Change  of  Control  will  result  from  the  consummation  of  the
Transaction.

     In addition,  the Borrower has requested that the  Administrative  Bank and
the Bank to waive their rights (the "Bank  Registration  Rights") they may claim
under  Section  1.b.  of the Stock  Agreement  dated as of January 30, 1997 (the
"Stock  Agreement")  to require  the  Borrower  to include  the "PB  Shares" (as
defined in the Stock Agreement) in the above described registration. It is noted
that for purposes of that Section 1.b of the Stock  Agreement that there has not
been any  foreclosure  on the  Pledged  Shares as  provided  in that  provision;
provided,  however, that the Borrower hereby agrees with the Administrative Bank
and the Banks that the parenthetical clause beginning in the 7th line of Section
1 (b) of the Stock Agreement is amended in its entirety to read as follows:

          "(all such Common Shares being referred to as the 'PB Subject Shares';
     and together with the DR Subject  Securities  being  sometimes  hereinafter
     referred to as the 'Subject Securities')."

     Based on the above representations and warranties,  the Administrative Bank
and the Bank hereby waive:

     1.   any  Default or Event of Default  that  would  arise  under the Credit
          Agreement as a result of the  consummation  of the Transaction so long
          as no Change of Control results therefrom; and

     2.   the Bank Registration Rights in connection with such Transaction.

     The  waiver  granted  herein  is  limited  to  the  Transaction  and is not
intended,  and shall  not be  construed,  to be a general  waiver of any term or
provision of the Credit  Agreement  or a waiver of any other  existing or future
Default  or Event of  Default  or of any other  waiver of the Bank  Registration
Rights.

     Notwithstanding  anything to the contrary  contained in this letter waiver,
the  Administrative  Bank's and the Bank's  waivers set forth  herein are hereby
subject in all  respects to the full and  complete  truth and accuracy of all of
the Borrower's  representations  and warranties  contained and set forth herein,
irrespective  of the  occurrence or  nonoccurence  of any due diligence or other
inquiry

<PAGE>


Powerhouse Technologies, Inc.
February 28, 1998
Page 3



by the  Administrative  Bank or the Bank with respect  thereto.  Upon and in the
event of any  misrepresentation  or  breach of  warranty  by the  Borrower  with
respect to any matter set forth herein,  this letter waiver shall be deemed null
and void and of no effect ab initio.

     If this letter waiver accurately sets forth the  Administrative  Bank's and
the Bank's agreements with the Borrower as to waivers  described herein,  please
execute the enclosed copy of this letter and return it to the undersigned.



                                       Very truly yours,

                                       FIRST BANK NATIONAL ASSOCIATION

                                       By:  /s/ Richard J. Mikos
                                           ------------------------------
                                       Its:   Vice President
                                           ------------------------------


POWERHOUSE TECHNOLOGIES, INC.,
a Delaware corporation

By: /s/ Susan J. Carstensen
    -----------------------------
Title: CFO
       --------------------------


<PAGE>


First Bank
First Bank Place
601 Second Avenue South
Minneapolis, MN 55402-4302



                                February 28, 1998



Powerhouse Technologies, Inc.
231 1 South Seventh Avenue
Bozeman, MT 59715
Attention:  Mr. Jay Schuttler



Dear Jay:

     We refer to that certain  Credit  Agreement  dated as of February 16, 1995,
among VIDEO LOTTERY TECHNOLOGIES,  INC., N/K/A POWERHOUSE TECHNOLOGIES,  INC., a
Delaware corporation (the "Borrower") and U.S. BANK NATIONAL ASSOCIATION, as the
successor by merger with First Bank National Association, as administrative bank
(the  "Administrative  Bank"),  and  U.S.  BANK  NATIONAL  ASSOCIATION,  as  the
successor by merger with First Bank National Association, as the sole Bank party
(the "Bank") as amended by that certain  Amendment No. I to Credit Agreement and
Waiver dated as of June 26, 1995,  Second Amendment to Credit Agreement dated as
of March 4, 1996,  Third  Amendment  to Credit  Agreement  dated as of April 30,
1996,  Waiver and Fourth  Amendment to Credit  Agreement  dated as of August 19,
1996 and Consent;  Waiver and Fifth  Amendment to Credit  Agreement  dated as of
January 30, 1997 (as so amended, the "Credit Agreement").  Capitalized terms not
otherwise  expressly  defined  herein  shall have the  meanings set forth in the
Credit Agreement.

A.   Amendment to Credit Agreement.

     On the "Effective Date" (as defined below), the Administrative Bank and the
Bank hereby  agree with the  Borrower to amend the  definition  of  "Termination
Date"  appearing  in  ARTICLE I of the Credit  Agreement  by  changing  the date
"February 28, 1998" appearing therein to the date "August 31, 1998".

B.   Waiver re Spier Transaction.

     Although neither the Borrower or the  Administrative  Bank believe that the
Transaction  (as defined  below)  requires any approval or waiver of any term or
terms of the  Credit  Agreement  by the  Administrative  Bank and the Bank,  the
Borrower  has  requested  that the  Administrative  Bank

<PAGE>


Powerhouse Technologies, Inc.
February 28, 1998
Page 2



and the bank waive the  Borrower's  compliance  with any provision of the Credit
Agreement  which would be contravened by the  Borrower's  registration  and sale
(collectively the  "Transaction")  of: (a)  approximately  1,468,026 shares (the
"Spier  Shares") of the  Borrower's  stock  controlled by Mr. William Spier (the
"Selling  Shareholders") and the Selling Shareholders' retention of the proceeds
of such sale; and (b)  approximately  220,204 shares of the Borrower's stock for
the Borrower's own account (the "Borrower  Shares") as an over allotment  option
as  required  by the  underwriters  of the  offering.  In  connection  with such
request,  the Borrower has represented and warranted to the Administrative  Bank
and the Bank that:

     1.   neither the Borrower  nor any of its  Subsidiaries  will  purchase the
          Spier Shares;

     2.   none  of  the  Borrower's  or any of  its  Subsidiaries'  assets  will
          otherwise  be paid to any of the Selling  Shareholders  except for the
          payment of expenses incidental to the Transaction and any amounts owed
          to Mr. Shier in connection with his status as a member of the Board of
          Directors of the Borrower; and

     3.   no  Change  of  Control  will  result  from  the  consummation  of the
          Transaction.

     Based on the above representations and warranties,  the Administrative Bank
and the Bank hereby waive:

     1.   any  Default or Event of Default  that  would  arise  under the Credit
          Agreement as a result of the  consummation  of the Transaction so long
          as no Change of Control results therefrom; and

     2.   the Bank Registration Rights in connection with such Transaction.

     The  waiver  granted  herein  is  limited  to  the  Transaction  and is not
intended,  and shall  not be  construed,  to be a general  waiver of any term or
provision of the Credit  Agreement  or a waiver of any other  existing or future
Default  or Event of  Default  or of any other  waiver of the Bank  Registration
Rights.  Notwithstanding  anything to the contrary contained in this letter, the
Administrative Bank's and the Bank's waivers set forth herein are hereby subject
in all  respects  to the full and  complete  truth  and  accuracy  of all of the
Borrower's  representations  and  warranties  contained  and set  forth  herein,
irrespective  of the occurrence or  nonoccurrence  of any due diligence or other
inquiry by the Administrative Bank or the Bank with respect thereto. Upon and in
the event of any  misrepresentation  or breach of warranty by the Borrower  with
respect to any matter set forth herein,  this letter waiver shall be deemed null
and void and of no effect ab initio.

C.   Amendment to Stock Agreement and Waiver.

<PAGE>

Powerhouse Technologies, Inc.
February 28, 1998
Page 3



     In addition,  the Borrower has requested that the  Administrative  Bank and
the Bank waive their  rights  (the "Bank  Registration  Rights")  they may claim
under  Section  1.b.  of the Stock  Agreement  dated as of January 30, 1997 (the
"Stock  Agreement")  to require  the  Borrower  to include  the "PB  Shares" (as
defined in the Stock Agreement) in the above described registration. It is noted
that for purposes of that Section 1.b of the Stock  Agreement that there has not
been any  foreclosure  on the  Pledged  Shares as  provided  in that  provision;
provided,  however, that the Borrower hereby agrees with the Administrative Bank
and the Banks that the parenthetical clause beginning in the 7th line of Section
1 (b) of the Stock Agreement is amended in its entirety to read as follows:

          "(all such Common Shares being referred to as the 'PB Subject Shares;'
     and together with the DR Subject  Securities  being  sometimes  hereinafter
     referred to as the 'Subject Securities')."

     If this  letter  accurately  sets forth the  Administrative  Bank's and the
Bank's  agreements  with the  Borrower as to  amendments  and waivers  described
herein,  please  execute the  enclosed  copy of this letter and return it to the
undersigned.

     This letter  amendment shall be effective as of the date first above stated
on the date (the "Effective Date") on which the  Administrative  Bank receives a
copy of this  letter  amendment  executed  by the  Borrower  together  with  the
following:

     (a) name  change  amendments  to the UCC  Financing  Statements  naming the
Borrower in a form provided by the Administrative  Bank appropriately  completed
and duly executed by the Borrower;

     (b) a Consent and Acknowledgment in the form provided by the Administrative
Bank appropriately completed and duly executed by each Guarantor;

     (c) such other documents, instruments or certificates as the Administrative
Bank may request.

     By executing this letter amendment, the Borrower represents and warrants to
the Administrative Bank and the Bank that:

     (a) The execution,  delivery and performance by the Borrower of this letter
amendment  and any other  documents  to which the  Borrower is a party have been
duly authorized by all necessary corporate or partnership action, do not require
any approval or consent of, or any  registration,  qualification or filing with,
any  government  agency or  authority  or any  approval  or consent of any other
person (including,  without limitation,  any stockholder or partner), do not and
will not conflict  with,  result in any violation of or  constitute  any default
under, any provision of the Borrower's  articles

<PAGE>

Powerhouse Technologies, Inc.
February 28, 1998
Page 4



of  incorporation  or bylaws,  any  agreement  binding on or  applicable  to the
Borrower or any of its property, or any law or governmental  regulation or court
decree or order,  binding  upon or  applicable  to the Borrower or of any of its
property  and will not result in the  creation  or  imposition  of any  security
interest or other lien or encumbrance  in or on any of its property  pursuant to
the  provisions  of  any  agreement  applicable  to the  Borrower  or any of its
property except pursuant to the documents  required to be executed and delivered
pursuant hereto;

     (b) The Credit  Agreement as amended by this letter amendment and the other
Loan  Documents  to which  any Loan  Party is a party are the  legal,  valid and
binding  obligations  of  each  Loan  Party  which  is a party  thereto  and are
enforceable  in  accordance  with  their  respective  terms,   subject  only  to
bankruptcy, insolvency,  reorganization,  moratorium or similar laws, rulings or
decisions  at the time in  effect  affecting  the  enforceability  of  rights of
creditors  generally  and to general  equitable  principles  which may limit the
right to obtain equitable remedies;

     (c)  Before  and  after  giving  effect  to  this  letter  amendment,   the
representations  and warranties in ARTICLE VII of the Credit  Agreement shall be
true and correct as though made on the date hereof  except for changes  that are
permitted by the terms of the Credit Agreement and for changes that are required
by the terms of this Letter  amendment.  The  execution  by the Borrower of this
letter amendment shall be deemed a representation that the Borrower has complied
with the foregoing condition.

     (d) Before and after giving effect to this letter amendment,  no Default or
no Event of  Default  shall have  occurred  and be  continuing  under the Credit
Agreement except for those expressly  waived by the terms hereof.  The execution
by the Borrower of this Letter amendment shall be deemed a  representation  that
the Borrower has complied with the foregoing condition.

     (e) No  events  have  taken  place and no  circumstances  exist at the date
hereof which would give the  Borrower  the right to assert a defense,  offset or
counterclaim to any claim by the Administrative  Bank or any Bank for payment of
the Obligations

By executing this letter amendment, the Borrower further agrees with us that:

     (a) upon the  Effective  Date,  each  reference in the Credit  Agreement to
"this  Agreement,"  "hereunder,"  "hereof,"  "herein"  or words  of like  import
referring to the Credit Agreement, and each reference to the "Credit Agreement,"
"thereunder,"  "thereof,"  "therein"  or words of like import  referring  to the
Credit Agreement in any other Loan Document shall mean and be a reference to the
Credit Agreement as amended hereby;

     (b) the  execution,  delivery and  effectiveness  of this letter  amendment
shall not, except as expressly  provided herein or therein,  operate as a waiver
of any of our rights, powers or remedies

<PAGE>

Powerhouse Technologies, Inc.
February 28, 1998
Page 5




under the Credit  Agreement or any other Loan Document,  nor constitute a waiver
of any provision of the Credit Agreement or any such Loan Document; and

     (c) the  Borrower  agrees  to pay on demand  all of our costs and  expenses
incurred  in  connection  with  the  preparation,  reproduction,  execution  and
delivery  of this  letter  amendment  and the other  documents  to be  delivered
hereunder or  thereunder,  including our  reasonable  attorneys'  fees and legal
expenses.

Very truly yours,

                          U.S. BANK NATIONAL ASSOCIATION, as the
                          successor by merger to First Bank National Association



                           By:   /s/ Richard J. Mikos
                               -------------------------------------------------
                           Its:    Vice President
                               -------------------------------------------------

POWERHOUSE TECHNOLOGIES, INC.,
a Delaware corporation



By:  /s/ Susan J. Carstensen
    ----------------------------
Title:  CFO
       -------------------------






<PAGE>


                                     CONSENT


     Each of the  undersigned,  being a guarantor  of the  obligations  of Video
Lottery Technologies,  Inc. (the "Borrower") to U. S. Bank National Association,
as the successor by merger to First Bank National  Association  (the  "Lender"),
pursuant to one of the Subsidiary  Guaranties dated as of February 16, 1995 (the
"Guaranty"), hereby:

     (i)  consents to the  Borrower's  execution  and  delivery of that  certain
     letter  amendment  dated  February  28,  1998  (the  "Amendment"),  further
     amending that certain Credit  Agreement dated as of February 16, 1995 among
     the Borrower, First Bank National Association,  as administrative bank (the
     "Administrative Bank"), and First Bank National Association ("the Bank") as
     the only Bank party  thereto as amended by that certain  Amendment No. 1 to
     Credit Agreement and Waiver dated as of June 26, 1995,  Second Amendment to
     Credit  Agreement  dated as of March 4,  1996,  Third  Amendment  to Credit
     Agreement dated as of April 30,1996,  Waiver and Fourth Amendment to Credit
     Agreement  dated  as of  August  19,1996  and  Consent,  Waiver  and  Fifth
     Amendment to Credit  Agreement dated as of January 30, 1997 (as so amended,
     the "Credit  Agreement")and the other documents required to be executed and
     delivered pursuant to the Amendment;

     (ii) ratifies and confirms that the Loan Documents to which such Loan Party
     is a party remain in full force and effect; and

     (iii)represents  and warrants to the Administrative  Bank and the Bank that
     no events  have taken place and no  circumstances  exist at the date hereof
     which would give the undersigned  the right to assert a defense,  offset or
     counterclaim  to any  claim  by the  Administrative  Bank or the  Bank  for
     payment of the Obligations.

     Nothing in this  Consent  requires the  Administrative  Bank or the Bank to
obtain  the  consent  of  any  of  the  undersigned  to  any  future  amendment,
modification  or waiver to the  Agreement or any other Loan  Document  except as
expressly  required by the terms of the Loan Documents to which the  undersigned
is a party.

     This  Consent may be executed  in one or more  counterparts,  each of which
shall be deemed to be an original.

     Dated as of February 28, 1998

                              Video Lottery Consultants, Inc.

                              By /s/ Janet M. Bjork
                                 ------------------------------------------
                              Its   Assistant Secretary
                                 ------------------------------------------

                              Automated Wagering International, Inc.

                              By /s/ Susan J. Carstensen
                                 ------------------------------------------
                              Its Treasurer
                                 ------------------------------------------

                              Raven's D&R Music, Inc.

                              By /s/ Susan J. Carstensen
                                 ------------------------------------------
                              Its Treasurer
                                  -----------------------------------------

<PAGE>


                              Automatic Music Service of Billings, Inc.

                              By /s/ Susan J. Carstensen
                                 ------------------------------------------
                              Its Treasurer
                                  -----------------------------------------

                              Automation First, Inc.

                              By /s/ Susan J. Carstensen
                                 ------------------------------------------
                              Its Treasurer
                                  -----------------------------------------

                              United Wagering Systems, Inc.

                              By /s/ Susan J. Carstensen
                                 ------------------------------------------
                              Its Treasurer
                                  -----------------------------------------

                              United Tote World Wide, Inc.

                              By /s/ Susan J. Carstensen
                                 ------------------------------------------
                              Its Treasurer
                                  -----------------------------------------

                              United Tote Company

                              By /s/ Susan J. Carstensen
                                 ------------------------------------------
                              Its Treasurer
                                  -----------------------------------------

